Jeff Richardson – Sr. VP IR Kevin Kabat – President & CEO Daniel Poston – EVP & CFO Mary Tuuk – EVP & Chief Risk Officer

Brian Foran - Goldman Sachs Matthew O’Connor - UBS

(Operator Instructions) Good morning I would like to welcome everyone to the Fifth Third Bancorp third quarter 2008 earnings conference call. (Operator Instructions) I would now like to turn the call over to Jeff Richardson, Director of Investor Relations.

Hello and thanks for joining us this morning. We’ll be talking with you today about our third quarter 2008 results and recent developments. This call may contain certain forward-looking statements about Fifth Third Bancorp pertaining to our financial condition, results of operations, plans, and objectives. These statements involve certain risks and uncertainties. There are a number of factors that could cause results to differ materially from historical performance in these statements. We have identified a number of these factors in our forward-looking cautionary statement at the end of the earnings release and in other materials and we encourage you to review those factors. Fifth Third undertakes no obligation to update any expectations or these statements after the date of this call. I’m joined here in the room by Kevin Kabat, our Chairman, and CEO; Chief Financial Officer, Daniel Poston; Chief Risk Officer, Mary Tuuk; and Jim Eglseder of Investor Relations. During the question-and-answer period, please provide your name and that of your firm to the operator. With that, I’ll turn the call over to Kevin Kabat. Kevin Kabat : Thanks Jeff, good morning everyone, thanks for joining us. I know that you’ve got a number of banks reporting today and it’s a difficult balancing act to join all the calls so we appreciate your time. I’m going to spend a few minutes talking about the unprecedented environment for the industry and Fifth Third before speaking about high-level quarterly results. After my remarks, I’ll then turn things over to Mary and Daniel who will review in detail our financial performance during the quarter, our credit trends, and some of the expectations going forward. But just to open, we continue to see strong operating results in production across most areas of the bank. That’s good to see in an environment that’s been challenging for the industry. We’ve got a strong capital and liquidity position and we have significant flexibility with respect to both that will stand us in good stead as we go through this tough environment. This past quarter, specifically the past month or so, has surpassed anything the industry has ever experienced. Many of the headline issues are not really issues for Fifth Third. We’ve never engaged in subprime lending, never bought, or sold credit default swaps, we have no significant exposure to any of the headline counter parties with the exception of Fannie Mae and Freddie Mac. Our exposure there was manageable and we experienced no other negative earnings effect in the third quarter directly related to these failures and transactions. However the Fannie Mae and Freddie Mac impairment and BOLI charge in addition to the charge related to VISA’s settlement with Discover, did result in our reporting a net loss for the quarter as I’ll talk about in a minute. Our core operations continue to produce solid results in spite of the difficult environment. That said, no financial institution today is immune to the effects of the environment. First, credit losses are elevated and the outlook remains uncertain. The US government has taken decisive action in recent weeks to provide mechanisms that will promote and is already promoting greater capital market stability and that will lead to added credit availability particularly compared with what otherwise would have developed. The benefits for the industry and the economy of some of the actions taken by the government will unfold over time but are difficult to predict at this point. It also remains to be seen whether the asset purchase facilities under development are directly useful for us or other institutions or whether they benefit us primarily through price discovery. Either way we believe these programs will ultimately benefit Fifth Third and there’s no question that these recent actions will promote better outcomes then would otherwise have occurred and will reduce the likelihood of worse case scenarios for the coming year. This quarter for Fifth Third was marked by higher then expected charge-offs primarily driven by higher losses on homebuilder and residential developer credits. In fact the entire increase in charge-offs from the second quarter is attributable to these credits. Otherwise losses were slightly lower then the second quarter with lower C&I losses offset by higher residential mortgage losses. Home equity losses are stabilizing to some extent as severities are reaching their maximum levels. Our overall loss experience has led us to significantly boost reserve levels over the past year to 241 basis points of loans at the end of this quarter. In terms of the pipeline delinquency growth overall has remained fairly consistent and non-performing asset growth rates have slowed. We don’t currently see any reason to expect a change in those trends absent any actions we might take to accelerate resolution of issues. Given the illiquidity in the distressed loan market we haven’t sold any NPAs in the past year, thus despite stable growth in delinquencies the stock piling that’s taken place in NPAs has caused the relative growth rate to be higher then would be normal. I would note that $427 million of our NPAs are loans that we’ve restructuring or modified. Those are up about $100 million from last quarter. We started modifying loans in the third quarter last year and since roughly 40% have cured, about 20% have redefaulted and about 40% are still within the program. While overall delinquency and NPA growth rates have been stable to improving, the driving factor for our losses is higher severity of loss. And underlying that ultimately is home price depreciation. We don’t see an immediate catalyst for improvement there so we would currently expect both losses and the reserve to loan ratio to increase in the fourth quarter. The reserve will move north of 2.5% and it could be more depending again on results and actions we may take during the quarter. Looking forward the environment remains dynamic and murky and it is difficult forecast with a high degree of accuracy. That’s particularly the case where we may take actions that could be pretty aggressive to address problem portfolios. We are evaluating our portfolios to determine the best courses of action and will share with you the outcomes of those activities to the extent they’re taken in January. In terms of what we do know, we expect homebuilder losses to remain high and we’d expect upward drift across most categories as the effects of a slower economy and reduced credit availability effect the portfolio. Offsetting that to some extent is the existence of federal intervention into the credit markets in support of capital and credit formation that should mitigate downside scenarios in 2009. The bottom line is that our existing capital levels, our existing significant cushion, and our access to capital give us confidence that our capital positioning is more then adequate to withstand a significant deterioration in losses. We have taken and are taking very significant steps to mitigate losses and have increased the quality of our originations considerably. We are being very disciplined with our capital and ensuring that when we extend credit it is to high quality borrowers at good spreads and supporting our customers and full value relationships. At the same time we’ve been able to pick up good relationships from competitors and we’d expect to continue those activities to a greater degree with the addition of further capital. Now let me make a few comments about capital, we announced a capital plan in June that anticipated significant uncertainty in the economic outlook and was devised to provide us with the ability to withstand additional negative developments. This plan involved first and increase in our targeted capital ratios including a Tier 1 capital ratio target of 8% to 9%, a range we expect continually to meet or exceed and which is significantly in excess of regulatory well-capitalized levels. Second the issuance of $1.1 billion in Tier 1 securities which placed Fifth Third solidly within its target capital ranges. Third, the reduction of our common dividend which preserves over $1.2 billion in equity through the end of 2009 relative to our prior dividend level. The remaining element of our capital plan involved adding $1 billion or more to capital through the sale of non-core assets to provide for the possibility of a difficult 2009, a view that continues to seem likely to us. During the past quarter we have made significant progress in evaluating attractive structures, gauging significant interest on the part of potential investors and negotiating potential transactions. As you know we didn’t identify the nature of assets being contemplated to be sold at the time of the announcement. This served two purposes, first there were a variety of actions we could take, and structures to consider that would have resulted in different outcomes from a business and capital perspective. Second we didn’t want to disrupt our business or employees given that there were alternative outcomes. We continue the process of evaluating alternatives and have discussed them with a number of interested parties that confirmed significant value could be realized. We are confident that an attractive transaction would be available to us as the opportunity and timing are appropriate including the ability to generate capital in excess of our original expectations. Last week however, the US Treasury outlined a plan that would involve the purchase of Tier 1 securities from eligible financial institutions. We are in the process of evaluating this opportunity and considering an application. Based on what we know at this time this appears to be an attractive form of capital from the standpoint of its terms. A number of our larger competitors are adding capital on to this program and we would expect many other competitors to do so as well. As a result we will be giving this program strong consideration. At the same time we’ll also reevaluate the inclusion of a current sale of our non-core assets as part of our capital planning given the terms of this source of capital and its potential size. We believe that either alternative would provide capital well in excess of our capital targets. Regardless of our course of action we will continue to evaluate our businesses from a strategic and financial planning perspective and will make decisions in the context of what’s best for our investors and customers. We retain significant flexibility as we evaluate our businesses and opportunities that may present themselves in a rapidly changing financial services landscape. As everyone is aware funding costs have been very highly elevated within the industry, particularly in the last month. This has had two effects on Fifth Third. The competitive environment for deposits has become fierce. We’ve never seen anything like it in my 25-year career and we’ve had to respond as have all competitors. As you know several years ago we instituted the everyday great rates deposit pricing strategy. Our aim with this was to ensure that our rates were competitive and provided an overall strong value proposition for our customers with a reduced reliance on promotional rates. We’ve had success with that strategy although the environment over the past quarter has produced a dynamic in which promotional activities have been necessary to defend our markets against very high rate offerings. Prior to July we had been able to successfully compete against those high rates while still generating good growth in transaction and core deposits. As you know the competitive environment became increasingly intense in July as rates increased. We responded accordingly and saw a good deposit growth from then through the end of the quarter and that trend continued so far this month. Total customer deposits are up $1.3 billion since September 30. Deposit account production has remained very strong with consumer net new accounts up 46% over last year on a same-store basis and DDA growth over the past year has been 8%. The total account openings are up 6% over last quarter. Reality of the situation is that we’ve been in competition with some of the highest rates being offered in the country so the core deposit growth we’ve generated the last several months has come at a cost of higher rates, both in terms of pricing products and in terms of mix as our customers have taken advantage of the rate environment. That’s putting some pressure on net interest income and net interest margin which we’d expect to continue in the near-term. Obviously the recent actions by the government will significant enhance the environment for liquidity. We have very substantial access to contingency funding and are senior funding needs are not significant. We’d expect over time to see competitor behavior change and depositors react and return to a focus on total value provided, not just rate chasing. We continue to believe that customers will make choices based on value and service and in the long run the combination of everyday great rates and our strong customer satisfaction performance will continue to prove a successful strategy. Now let me comment a moment on operating results though Daniel will go through them in more detail. Quarter results were solid this quarter, net interest income was up 41% on a reported basis. First Charter represented a good bit of that growth but net of that I’m pleased with double-digit core growth of 12% in a challenging environment. The net interest margin was 4.24% up from 3.57% last quarter excluding leverage lease charge and the core margin was fairly stable at 3.39%, down five bps from the second quarter. Fee income results remain strong though a bit noisy. Non-interest income was up 5% from a year ago and up 14% when you look at it excluding the one-time items in both quarters. There are outlined in the release and Daniel will talk more about those in a minute. We’ve had very strong growth in our fee businesses in general with payments processing, deposit fees, mortgage banking, and corporate banking fees all up double-digit percentages. Again Daniel will discuss those in a minute but that’s a continued significant focus for us given the growth prospects we have there. Expense trends were also good on a core basis. Expenses were up 13% from a year ago but included $36 million related to legal costs associated with the [SID FED] transaction as well as the impact of acquisitions. Excluding those effects and other items outlined in the release expenses are up about 9% driven largely by higher loan collection costs and provision for unfunded commitments and higher payments processing expense. Pre-tax, pre-provision earnings were up 40% from a year ago and up 12% on a core basis, which is a good result in a difficult environment. Before I turn it over to Mary and Daniel, you may have noted that we haven’t provided a formal outlook this quarter. A couple of observations about this, first the impact of the Treasury’s actions on overall market liquidity is not known yet. This should be beneficial longer term but the short-term impact and when those effects develop remain to be seen. Second the effect of the Treasury plan on capital is not something we can speak to yet nor do we know the impact on NII and NIM, due to the uncertainty around the timing and deployment of the capital should that happen. Third our expectations for credit costs in the quarter are going to be unusually dependent on results and the actions we may take during the quarter which could affect our reported provision, reported charge-offs and the mix between the two. Daniel will speak to our expectations generally over the coming quarter and what the underlying drivers are expected to be. With that, let me turn things over to Mary to talk about our credit trends.

Thanks Kevin, in the quarter net charge-offs were 217 basis points. That’s up 51 basis points from last quarter due to significant losses in our homebuilder portfolio as we expected. Consumer net charge-offs were $196 million or 233 basis points versus $167 million or 204 basis points in the second quarter. Real estate related lending continued to show the most weakness with residential mortgage charge-offs up $14 million and home equity charge-offs up $1 million. Home equity losses are showing signs of stabilization as we worked through a large portion of broker channel loans over the past year. As expected auto net charge-offs were up $6 million due to lower values at auction on larger vehicles and seasonality and credit card losses were up $3 million as our portfolio continues to season. Losses of $77 million on the mortgage portfolio were driven by the effect of lower property values on default. Again those higher losses were concentrated in Michigan and Florida which accounted for 85% of our third quarter mortgage net charge-offs with 75% of that in Florida alone, largely driven by the performance of our lot portfolio in the state. In fact Florida [lots] represents about a third of mortgage charge-offs during the quarter. We are seeing early indications that Florida lot loan losses may begin to stabilize. However we saw continued deterioration in the Florida residential mortgage portfolio. Home equity losses were $55 million or 177 basis points of loans down from 183 basis points last quarter with brokered home equity accounting for about half of those losses. That brokered portfolio now totals about $2.4 billion and represents about 19% of our home equity loans. This portfolio is currently running off as you’ll recall that we shut down brokered home equity production last year. Brokered home equity annualized net losses were about 500 basis points of loans up about 40 basis points from last quarter. Our branch generated portfolio continues to perform relatively well with losses of approximately 100 basis points consistent with results last quarter. Charge-offs in credit card were up $3 million at about 5.4%. Card losses remain manageable and below peers although we would expect losses to continue to rise in a period of economic weakness and seasoning of the portfolio as balance growth naturally moderates. Moving on to commercial, commercial net charge-offs were $267 million or 207 basis points versus $177 million or 141 basis points in the second quarter. As expected residential developer and homebuilder credit losses were elevated at $163 million and overall they represented 61% of commercial charge-offs and 35% of total charge-offs. The charge-off ratio for that portfolio was nearly 20%. Going forward we would expect to see elevated losses in this category in the near-term as companies further deplete their cash reserve and the level of demand for new housing continues to be weak across most of the country and we’re getting clarity around who was successful and who was not in Michigan as the selling season has ended. We do expect losses among homebuilder credits to remain high in the fourth quarter. Charge-offs in the commercial construction book were $88 million, up $39 million from last quarter and commercial mortgage net charge-offs were $94 million, up $73 million from the second quarter. Michigan and Florida accounted for 87% of commercial real estate charge-offs. Also more then three-quarters of commercial real estate charge-offs were due to homebuilders. Combined with the elevation of homebuilder developer NPAs, we’d expect commercial real estate losses to increase in the fourth quarter. C&I charge-offs were down $22 million from last quarter to $85 million. We had a $25 million fraud loss that elevated that number in the second quarter. Excluding that loss C&I losses would have been up modestly. In the C&I portfolio about 50% of charge-offs were from companies within the commercial and residential construction and development industry codes. We would expect C&I losses to rise along with the slowing economy with a continued disproportionate representation in the real estate industry sectors. One last thing I’d note, charge-offs excluding homebuilders were under 150 basis points and losses outside of Michigan and Florida were under 110 basis points. So, while this is a difficult credit environment the sources of outside losses are pretty clear. Daniel will go on to summarize our expectations further in a few moments. Now moving on to NPAs totaled $2.8 billion, up from $2.2 billion last quarter and were 330 basis points of loans, up from 257 basis points last quarter. Commercial NPAs of $2 billion were up approximately $464 million or 30%. Commercial construction NPAs grew $107 million, and commercial mortgage NPAs were up $209 million. As with last quarter Michigan and Florida represented about two-thirds of our total commercial real estate NPA growth. Homebuilders and developers accounted for about a third of the increase in commercial NPAs overall, up $154 million from last quarter. This category accounts for $702 million or 25% of total NPAs on about $3 billion or 4% of our total loan portfolio. We have moved aggressively to deal with issues here. The amount of 23% of the homebuilder portfolio is on non-accrual and we’ve taken charge-offs, reserve, or marks of close to 37% against our homebuilder NPAs. About 21% or $250 million of our commercial funded reserve are held against this portfolio to represent inherent losses already taken through the P&L but not yet charged off. C&I NPAs increased $144 million sequentially with about half of the increase in real estate industry codes. About a third of all C&I NPAs at present are associated with that sector. Again, we’d expect trends to follow those in the economy with more significant issues for companies with real estate exposures but softness in other areas like retail and manufacturing. Consumer NPAs of $841 million were up $164 million or 24%. Residential mortgage and home equity loans continue to account for nearly all of the growth. And within the consumer NPAs are $153 million of loans that we modified this quarter. I’d note that we’ve restructured about $500 million of consumer loans since the third quarter of 2007 of which we now carry $427 million. These TDRs accounted for virtually all of our consumer NPA growth in the quarter and for the year. Now as we’ve done the past couple of quarters let me take a minute to share some of the characteristics or our NPAs in terms of write-downs that already inherent and the carrying amounts that you see in our reports. Total NPAs were $2.8 billion at the end of the third quarter. The total discount on our NPAs is about 31% which has already hit our P&L or goodwill, either through being written down, reserved for or marked. Of total NPAs, $222 million are OREO and other repossessed assets which are carried at their expected realized full value and don’t require additional reserves. On the consumer side $427 million are TDRs against which we hold specific reserves of approximately $45 million. The remaining $265 million of consumer non performing loans have already been charged down by about $90 million and have approximately $90 million of additional reserves held against them. Now onto the commercial portfolio, $147 million of non-performing loans are from acquisitions and have been marked in purchase accounting to fair value so we only hold reserves for incremental deterioration beyond the marks taken at the acquisition date. The amount of $581 million of commercial non performing loans have already been charged down by $488 million and have specific reserves of $124 million held against them. Another $449 million of non-performing loans haven’t incurred charge-offs to date, but have specific reserves of $159 million held against them. And finally the last $756 million of non-performing loans are viewed as having sufficient collateral and guarantors such that no specific reserve is required. I would note that $471 million of our total commercial non-performing loans or 24% are less then 90 days past due. So, adding this all up including charge-offs, marked and reserves, we’re carrying these non performing assets at approximately 69% of their original face value. Provision expense this quarter was $941 million and was a little more then two times charge-offs resulting in an increase in the reserve to loan ratio from 1.85% to 2.41%. Provision this quarter reflected significant additions particularly related homebuilders and residential developers reflecting the inherent losses in those loans. We’d expect to recognize a substantial amount of charge-offs related to those loans in the fourth quarter as they proceed to that stage. I’d remind you that we took at significant mark related to First Charter’s loan portfolio of about $660 million of which about $400 million remains. Before I turn it over to Daniel, I’d also remind you that we’ve again provided additional disclosures accompanying our earnings materials stratifying our portfolios by the characteristics that are driving differential loss experience.

Thanks Mary, let me start with a summery with earnings per share and our high-level results of the quarter. We reported a loss for the quarter of $56 million or $0.14 per share. Those results included three charges that totaled $0.15 per share after-tax. The first of these was a $51 million or $0.06 per share after-tax impairment charge that related to preferred stock we hold in Fannie Mae and Freddie Mac. The second was a $45 million non-cash charge or $0.05 per share after-tax related to VISA’s pending litigation settlement with Discover. The third was a $27 million charge or $0.04 per share after-tax to lower the cash surrender value of one of our BOLI policies. In addition to these three charges we also had a gain during the quarter of $76 million from the litigation related to supervisory goodwill and our acquisition of [SID FED] in 1998. This gain was partially offset by $36 million of expenses related to the case which brings the net gain to $40 million or $0.05 per share after-tax. Average loan balances were up 11% year-over-year or 6% when you exclude the impact of acquisitions. Average core deposits were flat on a sequential basis but were up 3% from the third quarter of 2007. Net interest income grew 44% sequentially and 41% on a year-over-year basis. Net interest income this quarter included $215 million of loan discount accretion related to the June First Charter acquisition which compares to $31 million last quarter. Last quarter’s net interest income was also reduced by $130 million charge that related to the tax treatment of leveraged leases. Excluding the discount accretion this quarter and the leverage lease charge in the second quarter net interest income increased by $11 million or 1% from the prior quarter. Reported non-interest income of $717 million was down $5 million sequentially and up $36 million from a year ago. third quarter results included the $76 million gain related to the SID FED litigation which was offset by the $51 million impairment on the GSE preferred and the $27 million write down of the BOLI policies. Third quarter 2007 results included $33 million in unusual items. Taking all that into consideration on a core basis non-interest income increased 14% from the prior year and was relatively flat from a strong second quarter. Now let me walk through our results in a little greater detail starting first with the balance sheet, on a average basis loans and leases increased 1% from the second quarter but were actually down 1% excluding acquisitions. On a year-over-year basis average balances were up 11% or 6% excluding acquisitions. This includes the effect of approximately $1.4 billion of end of the period loan growth that relates to the liquidity environment for our off balance sheet programs, primarily our high quality commercial paper conduit. Those market liquidity conditions seemed to have improved considerably since quarter end. Average commercial loans excluding acquisitions were flat sequentially and up 17% versus a year ago. C&I lending drove year-over-year growth with no real growth in commercial mortgage or commercial construction except for the impact of acquisitions. Average consumer loans were up 1% sequentially and down 1% from a year ago. Excluding acquisitions and securitizations average consumer loans were down 2% sequentially and were flat versus a year ago largely as a result of our actions to tighten underwriting guidelines and improve our pricing. Now let me break down the consumer loan growth into its components, auto loans were down 2% sequentially and down 23% compared with last year. The significant year-over-year decrease reflects first quarter loan sales and securitizations which totaled about $2.7 billion. The sequential decrease resulted from actions we have taken to improve our mix and increase spreads and that has resulted in significantly improved risk adjusted profits. Credit card balances were up 1% sequentially and up 26% on a year-over-year basis. This remains a relationship based branch channel and in footprint product and the lower growth more recently reflects greater caution in light of recent economic developments. Residential mortgages were down 2% sequentially and up 10% from a year ago. However excluding acquisitions mortgages were down 7% from last quarter and down 9% from last year. We originate mortgages to conforming standards with the intent to sell 95% or more of our production. The lower volume of production that we’re putting on the balance sheet is the primarily driver of the decline as our legacy book runs off. Home equity loans were up 4% sequentially and 7% from a year ago but up just 2% versus both periods when you exclude acquisitions. Growth has moderated pretty significantly as we’ve adjusted our lending parameters. Production reflects branch originated high quality loans generally at greater then 720 FICOs and below 80% combined LTVs. Let’s move on to deposits, average core deposits were flat sequentially and up 3% on a year-over-year basis. As Kevin mentioned after a rough July we saw a good growth in the past two months or so after we adjusted our pricing tactics to respond to the competitive environment. Along with the industry we’ve seen a mix shift toward higher rate products as customers have taken advantage of the rate competition that’s really heated up in the past quarter or so. Total commercial core deposits were up 5% on a year-over-year basis and were relatively flat sequentially. Third quarter growth in commercial DDA and interest checking was offset by lower money market and savings balances. Average account balances were relatively stable and we would anticipate that the new FDIC guarantee on all non-interest bearing accounts will be beneficial going forward. Average consumer core deposits were up 3% on a sequential basis and were flat versus last year. We’ve seen balances move from customer transaction accounts to higher rate products like CDs given the competitive rate environment. Acquisitions added 2% to core deposit growth sequentially and 5% from the third quarter a year ago. Moving on now to revenue, as I mentioned earlier a number of items impacted net interest income for this quarter which was up 44% sequentially and 41% year-over-year. The big drivers were the increase related to the First Charter loan discount accretion this quarter and the decrease related to the leverage lease charge in the second quarter. Excluding those items net interest income was up $11 million this quarter. We benefited from a lower effective funds rate, higher LIBOR rates and higher earning assets but that was partially offset by a shift of deposits into higher rate products, the extension of wholesale funding durations and the higher interest reversals on non-accrual loans. Just a refresher on the First Charter net interest income accretion, those discounts to par were primarily on real estate backed loans and related to the overall market conditions as of the date of acquisition on June 6. In other words those were largely liquidity related marks rather then credit marks on impaired loans. These fair value discounts are required to be accreted into net interest income over the remaining lives of the loans. However it can be difficult to predict when a loan may pay off or be refinanced, so predicting exactly when we will accrete these back into income is difficult. We expect a lower but still fairly sizable impact in the fourth quarter as well. Our current estimate is $70 million to $90 million. The increase in reported net interest margin which was up 120 basis points sequentially to 424 basis points was again driven largely by the loan discount accretion and the second quarter impact of the lease litigation charge. When you exclude those impacts our net interest margin for the quarter was 339 basis points compared with about 344 basis points last quarter. As expected our core margin contracted modestly primarily driven by deposit mix shift into higher cost products as we responded to the continued competitive pressures on deposit pricing and higher interest reversals on non-accrual loans. Those effects more then offset the benefit of a steeper yield curve. Moving on to non interest income, as I mentioned earlier non interest income was down $5 million or 1% sequentially and increased $36 million or 5% from a year ago. The core growth rate was 14% year-over-year and we were flat from a strong second quarter for fee income. The core growth rates exclude certain unusual items, so let just run quickly through what those were. The unusual items in non interest income this quarter were a $51 million impairment charge on Freddie Mac and Fannie Mae preferreds, $12 million in other investment securities losses primarily fair value adjustments on auto securitization residuals, and $27 million on the BOLI policy and of course the $76 million gain on the SID FED litigation. There were no significant unusual items in the second quarter of 2008 but in the third quarter of 2007 we had $31 million in gains on the sale of assets as well as a $2 million BOLI charge. Let me touch briefly on the line items within non interest income, we had continued strong growth in the payments processing revenue which was up 11% compared with last year. As you would expect this business is feeling to some extent the effect of a slower economy and its effect on disposable and spending. This is showing up in weaker same-store sales being reported by many national retailers. Despite these spending headwinds we still expect double-digit growth for the year given our expectations for continued new merchant customer acquisitions. As you may have seen we signed Dillard’s in the third quarter which is a really big win for us. Deposit service charges were up 8% sequentially and 13% on a year-over-year basis. The amount of $10 million of that $13 million sequential growth came from consumer service charges. The remaining $3 million of growth and commercial deposit fees reflected strong sales of our expanded treasury management suite, as well as the effect of lower earnings credit rates on service charge income. Corporate banking revenue also remains strong, up 15% on a year-over-year basis although down 6% from a very strong second quarter. The sequential decline was due to lower derivatives fee income, lower syndication fees and lower business lending fees, as lending volumes have moderated. Investment advisory revenue decreased 2% sequentially and 5% from a year ago largely reflecting lower market valuations and reduced trading activity. Mortgage banking net revenue totaled $45 million down $41 million from a very strong second quarter. However we had $22 million of gains on non-qualifying MSR hedges which mitigated that decline. Originations were $2 billion which is down from $3.3 billion last quarter and were driven by higher mortgage rates given the secondary market disruptions as well as an industry wide weaker sales and refinancing activity. Results this quarter also included $8 million related to gains on the sale of portfolio loans which compared with $9 million last quarter. You may recall that we adopted the fair value provisions of FAS 159 in the first quarter of 2008, which contributed approximately $11 million of the year-over-year increase in mortgage banking revenue this quarter with offsetting additional origination cost captured in other non-interest expense. We recorded $63 million in investment securities losses this quarter compared with $10 million last quarter. That includes the $51 million loss on GSE preferred securities that I mentioned earlier as well as a $9 million loss related to the write-down of residual interest in our first quarter 2008 auto securitizations. Moving on to expense, non-interest expense increased 13% sequentially and 13% on a year-over-year basis. Included in third quarter results was the $45 million non-cash charge due to VISA’s pending settlement with Discover, $36 million in expenses related to the SID FED case and $7 million in seasonally higher pension expense which was also reported in the same quarter last year. Second quarter 2008 results also included $13 million in acquisition related expenses related to First Charter and the acquisition of branches from First Horizon. Third quarter 2007 results included a $78 million charge due to VISA’s settlement with American Express. So on a year-over-year basis acquisitions added $31 million of additional operating expense compared with the prior year while the impact of the adoption of FAS 159 on the classification of mortgage origination costs, has added approximately $11 million. Excluding these items non-interest expense increased $16 million or 2% from the second quarter of 2008 and increased $69 million or 9% from the third quarter of 2007. About two-thirds of that growth is related to the higher loan costs due to the current credit environment. Now moving on to liquidity and capital, I talked about deposits earlier and as Kevin noted in addition to the strong liquidity in our balance sheet we have available an additional $17 billion in secured funding sources which is important given the state of the markets. The recent actions that the US Treasury has taken to promote liquidity should help improve the inter bank and senior funding markets. From a capital standpoint at the end of the third quarter our Tier 1 capital ratio stood at 8.53% and the total capital ratio was 12.25%; both a little better then last quarter. Tangible equity ratio was 6.19% down from 6.37% last quarter due in part to the growth in period end assets. That growth reflected market illiquidity at quarter end although that has eased up somewhat in October. I want to make a few comments on our expectations for the fourth quarter, let me touch first on net interest income. We have seen strong growth in net interest income with year-to-date growth excluding purchase accounting accretion in the 10% range. Net interest margin excluding purchase accounting has been pretty stable at around 3.4% the past couple of quarters. We expect loan discount accretion of $70 million to $90 million in the fourth quarter on a reported margin or about 30 to 35 basis points of benefit compared with about 86 basis points of benefit in the third quarter. Given the market conditions in the past month or so, we would expect some additional pressure on core net interest income and margin in the fourth quarter. But where we end up for the quarter on both measures is going to be dependent on the effect of the Treasury plans. That includes the reaction of the markets to the liquidity aspects of the plan, the effect of potential capital investments and the timing of those investments as well as when the capital is deployed. I can’t give you a good sense of what all that will result in. it should be beneficial in the long run but there may be pros and cons in the short-run and our current view would be that net interest margin will be pressured by deposit pricing for the near-term. We would expect to see solid growth in core deposits, continuing the trend we’ve seen the past several months. The Treasury plan should help but the effect of that on rate competition and our willingness to pay those rates could impact growth. We should see a pick up in DDA growth and perhaps some lessening of the mix shift as consumer behavior settles down. We would expect solid loan growth to continue primarily in C&I with no growth in commercial real estate loans. As a matter of fact, they’ll probably shrink a bit. Consumer loans will likely be relatively flat reflecting tightened standards that are having an impact on growth there with continued growth in credit card. For fees core trends remain very good. We expect sequential growth in most of the key business lines. The $76 million SID FED settlement won’t repeat and we wouldn’t expect the BOLI or GSE preferred charges to recur either. Obviously there’s been a slowdown in consumer spending in the last couple of months. We don’t expect to see that turn around quickly and that will have an affect on payment processing revenue, although we still expect to be up double-digits on a year-over-year basis given our success in capturing new business. Deposit and corporate banking fees should be strong again but investment advisory fees will likely be down given recent trends in the equity markets. Total mortgage banking revenue is likely to be down as well given lower housing starts and the recent slowdown in refinancings. Expense trends should be pretty consistent. We’ll have seasonally higher processing expense and credit related expenses will be up also but other then that I wouldn’t expect any significant growth. As Kevin and Mary mentioned we expect net charge-offs in the fourth quarter to be up with homebuilder losses still elevated given the expectation of continued weakness in housing. With continued softening in the economy, we would expect losses to increase in most categories although the potential for loan refinancing may improve somewhat given an improved liquidity at capital situation. But its not clear how soon that will take affect and what we’ll see develop in terms of general economic trends. Generally speaking we’re expecting higher losses on real estate related commercial loans, with some additional weakness in retail. While consumer losses generally will increase, the rate of changes seems to have slowed and we have more visibility on trending there. NPA growth will continue but at a more moderate pace. We also expect provision expense to continue to exceed net charge-offs driving further growth in the reserved to loan ratio. As Kevin noted we expect that ratio to be in excess of 2.5% with the actual amount subject to our reserve model at the end of the quarter. With respect to capital we continue to target a Tier 1 capital ratio of 8% to 9%, the total capital ratio of 11.5% to 12.5% and a tangible equity ratio of 6% to 7%. As you’ll recall we evaluated a number of scenarios for credit losses in 2009 when we established our capital plan in June. Given the possibility of deteriorating credit conditions we based our capital plan on our high credit stress scenarios. Developments within the economy and the credit environment have made loss outcomes closer to those stress levels more likely. However we continue to believe that we will have sufficient capital to absorb potential credit losses given that our capital plan incorporated that possibility. In January we will provide our outlook for credit for 2009 and we’ll have a better view of what to expect given recent developments. Kevin Kabat : We appreciate you time this morning, we know its been a long earning season and you’ve got a busy day ahead of you. These are challenging times. We’ve got the strength and flexibility to manage through it and we’ll deal with our issues aggressively. At the same time we’ll continue to be as transparent as we can be in disclosing those issues to you. I want to take a moment to thank our employees who are listening for their exceptionally hard work and focus in an extraordinary time. I’m proud of their efforts when it would be easy to be distracted. Their desire and ability to get out in front of the customer and the core results in terms of production and growth they’re producing is a strong indication of the good things that are taking place here at Fifth Third. With that let’s turn it over for questions.

(Operator Instructions) Your first question comes from the line of Brian Foran - Goldman Sachs Brian Foran - Goldman Sachs: On capital, if you did end up raising preferreds you could be in a position where you have 9 to 10% Tier 1 and 5% tangible common so Tier 1 would obviously be high relative to your targets but are you comfortable staying at that level of tangible common from here? Daniel Poston : Yes, I think in the short-run that would be a situation that would be acceptable. Obviously the additional buffer of that level of Tier 1 capital would provide sufficient cushion and get us through the credit environment that we’re in. I think on a longer-term basis we and likely others who would avail themselves of the government program for additional Tier 1 capital would seek to secure additional sources of common equity over time and over the relative short-run. Brian Foran - Goldman Sachs: If you’re in that position where you’re thick on Tier 1 but thin on tangible common, would you be comfortable redeploying any capital via lending or acquisitions or is this really just about strengthening ratios and the core outlook for what you’re willing to do on the loan side doesn’t change much? Daniel Poston : I think the size of the potential Tier 1 infusions are large enough that I think we would look at it as both a source of providing additional cushion for potential continued deterioration on the credit but also provide for the opportunity to return to more normal lending levels of activity as well as potentially provide some additional capital for other business opportunities if the become available. Brian Foran - Goldman Sachs: NPAs plus delinquent loans as a percentage of tangible common is a metric that more people are starting to talk about and it screams pretty high for you at about 60% right now, is that a metric that you view as relevant and whether it is or it isn’t how would you get comfortable or make common equity shareholders comfortable that there’s enough common equity to cover the level of credit risk that we’re seeing right now?

One of the things that we monitor closely is the level of change in the composition of NPAs that we’re seeing in this cycle relative to what you might expect to see in a more normalized type of credit cycle and if you look at the composition of our NPAs we think that there are a couple of key characteristics that really differentiate that composition and would provide a situation where we wouldn’t look at it on quite a normalized basis. As an example we’ve got acquisition NPAs in there that are related to our Crown and First Charter acquisition for which we would have already taken marks on those assets. We also have a pretty large compound of assets related to our loan modification activity in our consumer portfolio with borrowers. The TDRs there are $427 million and we’ve also seen a pretty large stock piling effect with respect to NPAs since we have not conducted any asset sales over the course of the last four to five quarters. So if you look at that overall level of NPAs right now we do think that its an increased level that would perhaps make that metric something that would be something other then ordinary course. Kevin Kabat : That metric ignores the capacity of the preferred equity to absorb losses as well as of course the allowance for loan losses so I think you have to be careful in terms of how that particular metric is used.

Your next question comes from the line of Matthew O’Connor - UBS Matthew O’Connor - UBS : On his call earlier today USB indicated some of their deposit gains accelerated in October, and they point to Ohio as a market where they’ve been gaining some market share, could you give some color on your deposit trend so far this month and maybe market by market? Daniel Poston : As we said in the prepared comments thus far since the end of September we are up about $1.2 billion in deposits. Its coming across broadly in a number of our markets throughout our footprint and here in Ohio so we’re seeing very positive trends out of the box from that perspective and feel good about that. We don’t know about obviously what’s happening from a competitive standpoint but we feel good about our positioning and in terms of the way we’ve responded we feel very good about our production and the new relationships that we’re taking on and anticipate some good core funding from that perspective. What we’re hopeful of is a little bit more rationalization in terms of pricing as we go forward as it settles down a little bit but we think we’re positioned well in terms of what’s happening in the marketplace today.

There are no additional questions at this time; I would like to turn it back over to management for any additional or closing comments. Daniel Poston : I’d just like to thank everybody for their time and talk to you next quarter.